Market America is a product brokerage and internet marketing company founded in 1992 that allows individuals to become Independent Distributors or UnFranchise Owners. Through its UnFranchise Business Development System, individuals can earn income in two ways: from retail profits on products and from developing their own sales organizations. The system provides training, products, and internet marketing support to help individuals build their businesses within 2-3 years. Since its founding, Market America has generated over $3.9 billion in retail sales and individuals have earned over $2.2 billion in commissions and profits through the system.

1. market america ®

2. market america The UnFranchise Business Development System ® ®

3. Headquartered in Greensboro, North Carolina Market America ’ s mission is to provide a system for entrepreneurs to create an ongoing income, while providing consumers worldwide with a better way to shop. Through revolutionary technology and the power of people, we are creating the economy of the future.

4. Founded in 1992, m a ® is a Product Brokerage and Internet Marketing company that specializes in One-to-One Marketing .

5. The company employs 675 people globally with international operations in the United States, Australia, Canada, Hong Kong, Taiwan and the Philippines.

6. With more than 3 million customers and 180,000 Independent Distributors and UnFranchise ® Owners worldwide, Market America has generated over $3.9 billion * in accumulated retail sales. *As of March 31, 2011. Estimated retail sales are based on suggested retail price.

7. Since the company ’s inception, individuals have earned over $2.2 billion * in commissions and estimated retail profits. *As of March 31, 2011. Estimated retail profits are based on suggested retail price.

8. Through One-to-One Marketing, Market America combines the Internet with the power of people — creating the ultimate online destination.

9. We have revolutionized a brand-new industry, setting a standard by which all other businesses are measured — Built on Product. Powered by People. ®

10. The 45-Year Plan For every 100 people who reach the age of 65... 1% Wealthy 5% Still Working 4% Financially Fit 28% Dead 62% Flat Broke

11. The 45-Year Plan Your options to earn additional income: Work more hours Get a second job Own your own business Franchise Investments Inheritance Go back to school Lottery

12. The 45-Year Plan 95 percent of people spend up to 45 years of their lives making the other 5 percent successful. They work a plan for someone else ’ s financial success — not their own!

13. The 2- to 3-Year Plan A Plan For Your Financial Success *The income levels mentioned in the following presentation are for illustration purposes only. They are not intended to represent the income of a typical Market America Independent Distributor, nor are they intended to represent that any given Independent Distributor will earn income in that amount. The success of any Market America Independent Distributor will depend upon the amount of hard work, talent, and dedication which he or she devotes to building his or her Market America Business

14. The 2- to 3-Year Plan Like a franchise: Systemization, standardization, uniformity State-of-the-art management systems Merchandising and marketing tools Growing visibility Own multiple business locations Standardized training systems The UnFranchise ® Business Development System

15. The 2- to 3-Year Plan Unlike a franchise: No franchise fees No monthly royalties No territorial restrictions Start part time with flexible hours Minimal startup expenses plus potential tax advantages Little risk The UnFranchise ® Business Development System

16. The 2- to 3-Year Plan Two ways to earn income: Provide products Service 10-15 Preferred Customers Earn 30-1,000% gross retail profit 2) Time leveraging Duplicate efforts Develops & manages only 2 sales and distribution organizations The UnFranchise ® Business Development System

17. Which would you prefer? The 45-Year Plan The 2- to 3-Year Plan

18. A Product Brokerage Company market america Identifies the latest market-driven products Eliminates the burden of manufacturing Moves with the marketplace Does not rely solely on the sales of any one product or service 2,500 exclusive products and services Access to multibillion-dollar markets Market America ’s Mall Without Walls ® ®

19. Multibillion-Dollar Markets market america Health & Nutrition Anti-Aging Cosmetics Personal Care Weight Management Financial Services Home & Garden Pet Care Telecommunications Internet Auto Care ®

20. Exclusive m a ® Brands

21. Customizable Products

22. Health & Nutrition m a ®

23. Health & Nutrition m a ®

24. Health & Nutrition m a ®

25. Health & Nutrition m a ®

26. Health & Nutrition m a ®

27. Health & Nutrition m a ®

28. Health & Nutrition m a ®

29. Health & Nutrition m a ®

30. Health & Nutrition m a ®

31. nutraMetrix ® nutraMetrix ® is revolutionizing the healthcare industry by providing health professionals with advanced wellness solutions, while offering an additional income through our unique and innovative Business Development System. m a ®

32. Weight Management m a ®

33. Anti-Aging m a ®

34. Anti-Aging m a ®

35. Anti-Aging m a ®

36. Anti-Aging m a ®

37. Cosmetics m a ®

38. Personal Care m a ®

39. Personal Care m a ®

40. Home & Garden m a ®

41. Pet Health m a ®

42. Auto Care m a ®

43. WebCenters m a ® WebCenters m a ®

44. Financial Services • Pay down all your debts to zero in as little as 1/2 to 1/3 the time it would ’ve normally taken • The m a Money Merge Account program is your financial GPS to find you the quickest “route” to zero debt! • As an Independent Agent, you can earn income two ways by providing this solution to other individuals as well • Retail profit • Time-leveraged wealth m a ®

45. An Internet Marketing Company market america The Web Portal combined with Market America ’ s people power provides the most efficient and friendliest experience found anywhere on the Internet. ®

46. The Web Portal • Make It Your Homepage • Quick, Accurate Product & Content Search • News, Weather & Sports • Entertainment • Social Networking • Comparison Shopping • Hot Deals & Recommendations • Thousands of Exclusive m a ® Brands and Products • Program • E-mail, Blogs, Video, m a TV, m a Newsstand • Thousands of Partner Stores • Millions of Products & Services • Custom Nutrition Services • m a Travel • Gift Cards & Certificates

47. Millions of products and services…

48. Get Paid to Shop Earn up to 50 percent cash back for purchasing Market America branded products and those from our Partner Stores where you see the m a ® Cashback logo. Earn 1/2 percent on referral purchases forever

49. Approximately every 10-20 years, a new marketing system emerges as a better way of distributing products to the end consumer. market america ®

50. One-to-One Marketing market america New paradigm People hate to be sold, but love to buy Building share of customer: providing a greater variety of products to a small portfolio of customers Match people to products and products to people High-tech & high-touch Giving customers exactly what they want Creating the Economy of the Future m a ® will be to One-to-One Marketing what McDonalds is to franchising and what Microsoft is to computerization. ®

51. Five steps to building a successful UnFranchise ® Business Apply Create Qualify Activate Teach, Manage & Support Others The UnFranchise Business Development System is a proven plan for qualified individuals to successfully attain financial independence.

52. Apply Complete the Independent Distributor Application and Agreement

53. Apply UnFranchise Owner (Independent Distributor) Subscription Fee Buy product at Independent Distributor Cost and earn gross retail profit Participate in the Management Performance Compensation Plan (MPCP) and earn commissions Sales Representative No cost Buy product at Independent Distributor cost and earn gross retail profit

54. Apply Your Subscription includes: Custom Web Portal Online UnFranchise ® Business Account Career Manual Getting Started Guide & Getting Started Audios Access to Audio Download Library Preloaded MP3 Device Monthly Powerline Magazine — print & digital Training and Seminar System Coaching and mentoring by experienced UnFranchise ® Owners

55. Create Business Volume (BV) and Incentive Business Volume (IBV) Business Volume (BV) is the unit value (points) assigned to exclusive m a ® -branded products Incentive Business Volume (IBV) is the unit value (points) assigned to any of our Partner Store brands BV and IBV are used to calculate commissions

56. Create Personal use Retail sales Merchandising systems Web Portal Catalogs Product Cards Ways to create BV and IBV: Transfer Buying Preferred Customer AutoShip Internet Marketing One-to-One Marketing Building Share of Customer

57. Building Share of Customer 10-15 Customers shopping regularly —

58. Building Share of Customer Offer existing customers more products/services through the Mall Without Walls TM and Web Portal Match products to people, and people to products program allows customers to get paid for shopping 10-15 Customers shopping regularly

59. Qualify Accumulate 200 BV to qualify your Business Development Center (BDC) which opens both your left and right BV and IBV banks

60. Qualify Accumulate 200 BV to qualify your Business Development Center (BDC) which opens both your left and right BV and IBV banks Once your Business Development Center has been qualified it will begin to accrue Business Volume (BV) and Incentive Business Volume (IBV) The sooner you qualify, the sooner you will be eligible to earn commissions and bonuses!

61. Activate Personally sponsor and place one qualified Independent Distributor in your left organization and one qualified Independent Distributor in your right organization

62. Activate Q: Why just two sales and distribution organizations? A: The number 2 is the smallest multiplier for the highest profit. Statistics show that the average person successfully develops 2.8 organizations.

63. Teach, Manage & Support Others Teach others how to: Apply Create Qualify Activate

64. Business builds People lead to people

65. People lead to more people

66. BV & IBV are generated as your organization expands

67. The system searches for BV & IBV to infinity System Search System Search Retail sales, expanding distribution, Preferred Customers ordering through your Web Portal, personal use, expanding customer base and word-of-mouth advertising

68. Horizontal Marketing Horizontal Marketing is an organizational structure that most businesses use. With a horizontal structure, an economic incentive to help others succeed does not exist. Real Estate Agencies (e.g., Century 21 ® ) Insurance Companies (e.g., AllState ® ) Chain Stores (e.g., Ace Hardware ® ) Franchises (e.g., McDonalds ® ) MLM/Network Marketing or Direct Sales (e.g., Avon ® ) Examples of Horizontal Marketing:

69. Horizontal Marketing Organizational Structure Insurance Company Franchise Corporation Regional Sales Manager Agents/Brokers Master Franchisers District Sales Manager Sales Representative Local Franchise Local Sales Territory ALL IN COMPETITION

70. Disadvantages of Horizontal Marketing • Additional locations multiply costs • Creates competition • Territorial restrictions • Time/resources spread too thin • No cooperation/collaboration • MLM — system to duplicate horizontal marketing ALL IN COMPETITION

71. Vertical Marketing Vertical Marketing is an organizational structure that provides an environment in which there is an economic synergy between the people participating throughout the entire enterprise.

72. Vertical Marketing Organizational Structure

73. Advantages of Vertical Marketing • The UnFranchise ® System eliminates the pitfalls of horizontal marketing • Compounding efforts • Encourages teamwork/support • No territorial restrictions • When one succeeds, everyone benefits • Minimal costs to expand • Leverages duplication and standardization • Everyone receives 100 percent credit for sales and volume generated • Maximizes the probability of individual success • Synergistic • Gain from other ’ s work, volume and sales

74. Disclaimer The income levels mentioned in the following presentation are for illustration purposes only. They are not intended to represent the income of a typical Market America Independent Distributor, nor are they intended to represent that any given Independent Distributor will earn income in that amount. The success of any Market America Independent Distributor will depend upon the amount of hard work, talent, and dedication which he or she devotes to building his or her Market America Business. Canadian Distributors, if making an earnings claim, must disclose the earnings of a typical Independent Distributor. Please refer to the end of the printed presentation of the UnFranchise ® Management System to see the Income Disclosure Chart. Canadian Independent Distributors should convert references of currency to Canadian dollars. Canadian Distributor commissions will be converted weekly to Canadian dollars. The conversion rate will be the exchange rate published by the Wall Street Journal immediately preceding the commission process for each week (typically the Tuesday of the week that a commission check is paid).

75. How Commissions are earned BV & IBV commissions are paid weekly

76. How Commissions are earned 1,200 total BV from your left and right = $300 2,400 total BV from your left and right = $300 | 2,400 total IBV from your left and right = $300 3,600 total BV from your left and right = $300 | 3,600 total IBV from your left and right = $300 5,000 total BV from your left and right = $600 | 5,000 total IBV from your left and right = $600 1,200 2,400 3,600 5,000 1,200 2,400 3,600 5,000 System Search System Search | 1,200 total IBV from your left and right = $300

77. How Commissions are earned System Search System Search 1,200 2,400 3,600 5,000 1,200 2,400 3,600 5,000 As your business organization grows, the frequency of commissions earned increases until it occurs weekly.

78. How Bonuses are earned Every time you and any BDC in your left sales organization plus any BDC in your right sales organization completes the BV commission cycle in the same week, you receive a management bonus of $600!

79. Earn More Income Open additional Business Development Centers to increase your commissions Weekly earnings potential: $10,800

80. Master UnFranchise ® Owner Enables you to leverage your efforts by opening multiple BDCs from the beginning Put in twice the work for three times the pay! Annual earnings potential: $561,600

81. The One-to-One Marketing Engine Market America provides entrepreneurs a complete and proven business system. The components explained in this presentation work together as a complete marketing engine to drive customers, sales and traffic into your UnFranchise ® Business — resulting in a stream of ongoing income.

82. Components That Drive Your Success

83. 1 Product Brokerage • Over 2,500 exclusive m a ® -brands and products • Mall Without Walls TM • Multibillion-dollar markets • Market driven

84. 2 Internet Marketing Support • Web Portal — ultimate online destination • Comparative shopping • E-commerce drives traffic to your site • Thousands of Partner Stores • Get paid to shop ( program) • Entertainment portal • Social networking

85. 3 Training & Support System • Minimal startup costs • NMTSS (National Meeting, Training and Seminar System) • Areas of interest (e.g., Health & Nutrition, Cosmetics, Personal Care) • Marketing tools and events • Most lucrative and realistic compensation plan ever created • International visibility, publicity and exposure

86. 4 One-to-One Marketing • People power with global exposure • Personal relationships with customers • Identifies hottest markets and trends • High-tech, high-touch • Match people to products and products to people

87. Components That Drive Your Success Product Brokerage Internet Marketing & Support Training & Support One-to-One Marketing THROUGH POWERFUL SYNERGY, OUR PROVEN SYSTEM GENERATES TRAFFIC, LEADS AND SALES FOR YOUR BUSINESS — RESULTING IN A STREAM OF ONGOING INCOME.

88. You’re probably thinking, “ Can Market America work for me?” “ Are you right for Market America?” I ’m thinking,

89. One thing is certain — Before you decide, ask yourself: If you don ’ t try anything, then everything will stay the same. Am I happy in my current financial situation? Do I have enough free time to spend with family or do the things I enjoy? How prepared am I for retirement? Once you choose, the rest is easy... Get your questions answered Try m a ® -branded products Visit my Web Portal Give it a Trial Run — we will work together Get started on the 2- to 3-Year Plan

90. A Web Portal, an Opportunity and the Power of People Independent Distributors and UnFranchise ® Owners have earned the following since the company ’s inception: Total estimated retail profits earned † : $1,141,655,311 Total commissions earned: $1,140,157,018 Total Distributor earnings: $2,281,812,329 * + = *As of March 31, 2011. † Estimated retail profits based on suggested retail price Estimated accumulated retail sales † : $3,990,549,564 These statements have not been evaluated by the Food and Drug Administration. These products is not intended to diagnose, treat, cure or prevent any disease.

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